Just a Tear Drop Away
by Mandy of the Amoeba
Summary: Shrek 2 fic. Anyone ever wonder if Fairy Godmother wasn't ALWAYS a fairy godmother? This is her story. Rated for implied sexual content and violence. FINISHED (but in the process of being revised).
1. Chapter 1

A/N (12-31-04) - I'm in the processing of editing this entire story; there were a few minor things that I was unhappy with. There aren't going to be any big changes, but hopefully I'll rid the fic of a few continuity problems and things like that. Just thought I would let everyone know in case anyone's interested in re-reading!

Warning: Shrek 2 spoilers. Well, it doesn't really delve into anything that happens in the movie, but it's a Shrek 2 fanfic. Anyway.

Author's note: This fanfic has nothing to do with the character Shrek. Or Fiona. Or Donkey, or Puss, or any of the normal characters written into fanfics. This is the Fairy Godmother's story, starting back before she became the Fairy Godmother of Far Far Away; in this story, she's just a twenty-two year old woman named Belinda, searching for her own happy ending. This will probably continue up until the point where, as Fairy Godmother, she makes a deal with Harold involving Charming and Fiona's marriage. But, for now, here's the first chapter. Enjoy!

Disclaimer: I don't own much. Belinda Larae, aka Fairy Godmother, belongs to the people at Dreamworks, though her name is my doing. The other fairy godmother mentioned in this story could be considered my creation, but I sort of had the face of the one from Cinderella in mind, so maybe she belongs to Disney. Harry and Pat are mine.

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Belinda Larae wanted the same thing that every other lonely young woman wanted; a handsome Prince Charming who would fall madly in love with her, sweep her off her feet and carry her away to his castle in the clouds.

Unfortunately, all she had at the moment was tired eyes, ink-stained fingers and a growing headache from going over the account books for the owner of a somewhat grimy pub, an establishment where she had been working for close to three years. No princes ever wandered through those doors; just drunks and thieves. Not to mention drunken thieves.

"Hey, wench, hurry up with that. You've got a customer," a burly looking man grumbled, poking his head through the doorway of the room. She sighed, tucking a strand of blonde hair that had fallen from the high bun she wore back into place.

"Look, Harry, do you want me to do this right or not?" she asked, irritated. "Tell them I'll be out in a minute, all right?" Giving her a scowl in return, Harry disappeared again towards the main part of the pub. Belinda rolled her eyes and shook her head at his retreating figure before turning her attention back to the books, making sure she'd gone over everything properly before heaving the thick cover closed and heading the same direction Harry had just gone.

She recognized the thin man sitting at the far end of the nearly deserted bar with his hands cupped around a beer; he had been to her many times before looking for the same thing. He was easier on the eyes than most of her customers, although none of them were exactly gorgeous. Besides that, he always paid well for her services. Smiling a little, she sat down on the stool beside him, causing him to look up. "You've been gone for a bit, Pat. I expected you back here before this," she said, nodding her thanks to the bartender as a drink was slid in front of her.

"Well, you know how things go, love," Pat replied, shrugging a little as he sipped at his own beer. "We've been busy. This is the first chance I've had to get away." He offered her a lopsided grin, and she chuckled.

"Right, sweetheart. Come on, let's go get you taken care of," she said, getting up from the stool again and leaving her drink untouched on the bar. Pat finished off the rest of his drink with a large gulp as he stood, setting the mug down with a thud before following the short woman to the back of the pub. Withdrawing a key that had been safely tucked down the front of her dress, she unlocked the door to a small room and ushered him inside.

"I've been needing this," he commented idly, leaning back against a small table in the room and watching her as she balanced on a stepladder and scanned the labels of several bottles on a shelf. She took down a large green one and held it up to the light to check its contents.

"I'm going to have to fix up another batch of this soon," she replied, pouring part of the green bottle's contents into a smaller brown one, then corking the top. Pat started to reach for the small bottle, but she held it back. "Ah ah ah, pigeon. You know the rules," she chided him sweetly, and held out her hand expectantly. He grinned a little devilishly, taking her outstretched hand and kissing it.

"We could always....work out an alternate arrangement," he suggested, stepping forward a little to pin her loosely against the wall. Not impressed, she rolled her eyes.

"You with a wife and a kid coming along any day now? Nice try, dearie," she replied, pushing him away before holding out her hand again, keeping the bottle behind her back. Pat sighed and reached in his pocket, pulling out a handful of coins.

"You drive a hard bargain. But I don't know how I'd carry on business without your potion," he admitted grudgingly as she took the coins with one hand and passed him the bottle with the other, then grinned and added, "You could be a regular little witch."

Chuckling a little at that comment, she got back up on the stepladder to put the large bottle back in its place, then let out a yelp of surprise when Pat smacked her rear soundly before leaving. "I'll be seeing you, sweetheart. Whip up another batch of this stuff before I get back."

Sighing, she stepped down to the ground again, counting out the coins in her hand. Pat was the owner of a well-known 'escort service' and one of her more gentlemanly customers. He came to her for the sleeping draught that was one of her specialties; a teaspoon of it in any drink, and customers of his establishment would be out like a light in half an hour, leaving his employees free to pick the men's pockets. Belinda was the only one around who had the ability to make the potion he needed. She had a knack for mixing things, so she put her skills to use by operating a small business in back of the pub, selling cures and remedies, mostly for everyday ailments.

"I only wish I could whip up something to get me out of here," she muttered to the empty room. The rows of bottles and vials offered no reply. With a small sigh, she stepped out of the room, locked the door behind her, and turned around to find herself face to face with Harry, who held out a rough hand expectantly.

"Fifty percent," he reminded gruffly.

"Yes, yes, I haven't forgotten," she replied, somewhat bitterly, as she handed over half the coins and pushed past him to head up the stairs. She wasn't the least bit happy with the arrangement, but it had to work for the time being. Once she had enough money saved and her reputation became widespread enough, she intended to open up her own shop out from under the pub owner's dirty thumb. Until then, he charged a pretty penny for the use of his dingy back room.

Once in her own room, Belinda set about to remove the ink from her hands, scrubbing until the skin was pink and tender. Her nails were all cut short, a fact that she hated; every time she had tried to get them to grow longer, they had been broken one way or another while she was working, so she had finally given up. She knew she was from the working class, and she hadn't been brought up to expect fine things in life, but that didn't stop her from wanting to have them. "One of these days..." she said aloud to herself as she examined her nails, then trailed off with a sigh and sat down at the small dresser. She wasn't kidding anyone; it was very likely that she would spend the rest of her days either working in the same grimy pub, or, if she was lucky, running some tiny potion shop out there in the middle of nowhere. Not exactly a life of fancy dresses and manicured nails. Still, even if it was a struggle to be successful on her own, she refused to end up like most of the other women she knew in the area: married to some plain, poor man and raising a houseful of kids, with money too tight to afford shoes for all of them. She'd rather die lonely.

A tear fell from her cheek before she even realized she was crying, splashing on the worn wood surface, and she wiped her eyes angrily. "Damn," she said aloud, her voice slightly choked. She hated to cry, even when she was alone. Crying made her feel vulnerable, and she was much too accustomed to playing the tough girl to let her guard down. But the more she thought about it, the more the realization of how lonely she truly was overwhelmed her, and soon she buried her face in her arms and wept.

She nearly screamed when she felt a hand placed on her shoulder; as it was, she ended up in a tangled heap with the chair on the floor as she tried to get away from the intruder. A rather sweet looking elderly woman was standing in her room...and she was holding a wand. Not only that, but there was a pair of shimmering, crystalline wings on her back.

"Who are you? And how the hell did you get in here?" Belinda demanded as she scrambled to her feet. The woman chuckled kindly.

"Why, my dear, I'm your fairy godmother!" she exclaimed. There was a long, shocked pause.

"...I'm afraid you're at the wrong place," Belinda finally replied. "If you're looking for that princess who talks to birds and lives with a bunch of little men, you need to be about two miles deeper into the forest." The fairy looked confused.

"But, my dear...weren't you just crying unhappily over the misfortune and unfairness of your life?" she questioned. The younger woman just looked annoyed and crossed her arms over her chest. "Ah, see there? I thought so. Now, what seems to be the trouble, sweetheart? Cruel stepsibling? Unfaithful lover? Curses, hexes, whatever's wrong, I can handle it."

"Unless you've got any handsome, rich, brave young men ready to rescue me from this place up your sleeve, I don't think you can be of much help to me," Belinda retorted sarcastically, crossing to the window. The fairy godmother nodded knowingly, and opened her mouth to give a reply, but she was cut off before she got started as the girl continued. "I mean, I'm happy to have a job, and the potion business is going well, but I'm sick and tired of putting up with drunks and keeping up with Harry's accounts."

"I know how you feel," the other woman sighed, taking the liberty of sitting down on the edge of the bed. "Quite frankly, I'm getting tired of the whole Fairy Godmother racket. I mean, I'm glad to help people with their happily ever afters, but after all these years, what I'd really like is to retire to the Bahamas."

"Why don't you?" Belinda asked, turning to face the room again and leaning against the windowsill.

"No one else wants the job. It's rewarding in its own way, of course, but it also comes with a lot of responsibility. Anyway, that's my problem, my dear, not yours. What we need is to find you a prince!" she exclaimed, then eyed Belinda's faded dress. "...and some new clothes. Now, let's see...something pink, perhaps? Or maybe blue..." With a wave of her wand, she had the girl clothed in a beautiful, embroidered blue gown. "And heels, you're going to need those...no offense, my dear, but you're a bit vertically challenged."

"None taken," Belinda replied absently, still staring down at the gown in amazement. Before she knew it, she was three inches taller, and she lifted the hem of the dress up to admire the blue, sparkling pumps on her feet. Another flick of the wand, and her hair was loosened from its bun, falling below her shoulders in golden waves.

"There, that should just about do it...aha! Forgot one thing," the fairy godmother said exclaimed, and waved her wand again. At first, Belinda thought that nothing had happened; then she happened to glance down at her hands. Her once short, ugly nails were just the right length, not too long or too short, and they were perfectly manicured. She couldn't help herself from smiling in delight; it was amazing how one small change could make her feel so much prettier. Satisfied, the fairy godmother nodded. "That's it, then. Come, dear, have a look in the glass," she added, conjuring up a full-length, gilded mirror in place of the tiny square one in the room. Eagerly, Belinda hurried over, and nearly gasped at what she saw. She was....well, beautiful. She'd never considered herself ugly, of course; on a day to day basis, she knew was quite pretty, and had a busty figure that many girls envied. But now...

"I don't believe this," she murmured to her reflection. Behind her, the fairy godmother stood smiling.

"Believe it, sweetheart. You've worked hard...you deserve a happily ever after," she replied kindly. "Now! All that's left is getting you to a place where you'll be sure to meet the man of your dreams...and I believe I know just where that would be."


	2. Chapter 2

A/N: Thanks for the kind reviews I've received so far! Oh, and I know that Belinda may not seem to behave a great deal like she does in the movie after she's Fairy Godmother, but just keep in mind that things can cause people to change...that's what this story is about, really. I tried to keep her ambitious nature and love of glamour somewhat intact. And just in case it isn't clear, the ball she's attending is NOT in Far Far Away. It's in the neighboring Far Away; the pub and a few other places that will come into play later on in the story are right on the border between the two kingdoms. Enjoy!

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"Either I find my prince charming here and live happily ever after, or I end up on the streets," Belinda muttered, peering out of her carriage window at the glimpse of the lighted courtyard just behind the castle gates. "If Harry finds out about this, I'm out of a job by tomorrow."

"Not to worry, my dear," her fairy godmother reassured. "The king and queen's anniversary celebration is one of the biggest events of the year. There are all sorts of eligible young men at this ball, many of them nobility! You're bound to find one."

"Wouldn't it be easier if you just...I don't know, picked one out and cast some sort of spell on him to make him fall in love with me?" the girl asked pleadingly. It was one of the very few times in her life she had really been nervous about something, but she had a lot riding on this night.

"Trust me, my dear. Love is better when it happens naturally. Now, go on! Don't just sit here! The carriage will be back to pick you up," she added as Belinda stepped out of the carriage. "Have a good time!" And before she could turn around again, the carriage had driven off.

Taking a deep breath, Belinda squared her shoulders and tilted her chin up; she knew she was just a pub worker, but for tonight, she was determined to come off looking like a princess. Nodding her thanks to the gatekeeper as he admitted her, she stepped through iron gates into the huge, brightly lit courtyard, which was filled with more people than she had seen in her entire life. There was a large staircase extending down to the lower section of the courtyard, and, her head still held high despite the fact that she was trembling inside, she started down the stairs confidently, discreetly eyeing the other guests all the while. Even with heels on, she was several inches shorter than most of the lithe, willowy girls dancing or milling about, but from the way she saw some of the men looking up at her approach and stopping a moment to stare appreciatively, she was confidant that she was just as pretty as any other woman there. After all, she had seen her reflection already, and there was no denying it; she looked gorgeous. She couldn't help but smirk a little as she saw a couple of the other women smacking their partners on the arm to bring their attention back where they thought it belonged; one man stepped on his lady's foot while dancing, and she stormed off angrily.

Once at the bottom of the stairs, Belinda paused, and for a split second, came very close to panicking; she had no earthly idea what to do next. She looked around, trying desperately to remain calm....then spotted the buffet over towards the edge of the dance floor. Of course! The default place to be at any party! Making sure to cast a seductive smile at any man who caught her eye (and receiving some dirty looks from several women), she made her way over to the table and reached for the punch.

"Allow me," a deep voice said before she got her hand on the ladle, and she glanced up. A tall, handsome, dark-haired man dressed in hunter green velvet was smiling at her as he poured two glasses of punch and handed one to her. She returned the smile and dipped her head a little in thanks.

"That's very kind of you, mister...?" she began, offering her hand.

"Sir Victor," he supplied, bowing as he kissed the back of her hand. He straightened up and took a sip of his own punch, looking around. "Are you....here with anyone?" he asked casually.

"No, I came alone," she replied, and started to add 'though I hope not to leave the same way', but thought better of it. After all, he was only the first man she had talked to so far, and there was no sense in putting ideas in his head.

"Wonderful," he answered, still smiling. His eyes were a beautiful, deep shade of green that nearly matched his clothing, and the thought crossed Belinda's mind that she should have asked for a pale green dress to match her own eyes, although she did like the blue. She didn't have much time to dwell on that, though, because Sir Victor was asking her to dance.

She accepted his invitation, and enjoyed the dance they shared; then, the moment he left her side to retrieve their punch, another man came up and asked her for the same favor. This one was somewhat shorter, but not any less handsome, with sandy brown hair and chocolate brown eyes. After him there came another, and another, in an almost steady stream of partners. The stream of unhappy women left in their wake was just as constant. Belinda danced with knights, dukes, earls...some too old for her to even consider, some barely old enough to shave. All of them rich, all of them handsome...and all of them full of themselves. Of course, that wasn't something she minded terribly; rich was all she really needed them to be in order to get her out of Harry's pub and into something worthwhile.

Still, as much as she wanted an easy life, she was just like any ordinary woman her age: old enough to know that love isn't always easy, but young enough to still believe in true love and fairytale romances. No matter how well she thought she knew the ways of men, Belinda was still inexperienced when it came to being in love. Sure, she had been in relationships, and they had sometimes been ended messily, but she had never known the pain of a badly broken heart. That naivety kept her hopeful, and there was no telling how drastically being hurt might change her.

The night flew by, and before she knew it, carriages were lining up to take the guests away and the orchestra was warming up for its final song. Belinda bit her lip as the baron's son she had been dancing with bowed and excused himself; she was out of time, and although she had enjoyed herself immensely, she seemed to be no closer to finding the man of her dreams than she had been at the beginning of the night. Looking through the now open gates of the courtyard as a few people started to drift out to their carriages early in order to beat the traffic, she could see her own carriage, and her heart sank slightly. There was no point in staying any longer. Forcing back a sigh, she started towards the exit.

"Excuse me, miss?" a voice called, and she turned automatically. Her mouth fell open slightly at what she saw, and she snapped it shut again quickly. Striding towards her was by far the most handsome man she had ever set eyes on. His golden hair was glossy and wavy, his complexion perfectly smooth and lightly tanned, his frame muscular, and, when he was close enough for her to see them, his eyes were simply breathtaking. They were an almost indescribable shade that fell between blue and grey, and they put Belinda in mind of a summer sky just after a rain shower. He smiled at her, and she felt her heart flutter slightly as he bowed and kissed her hand. She curtseyed gracefully in response, and, without so much as a word of introduction, he led her back to the dance floor.

None of the other men she had met even remotely compared to this one. His clothes sparkled faintly in the light; there were strands of silver thread woven into the pale blue fabric. He was extremely light on his feet as they waltzed across the floor, and Belinda found herself feeling a little lightheaded. Unlike the other men she had been with, he didn't ramble on and on about himself; he simply gazed at her, smiling gently. She was so lost in those wonderful eyes that she didn't even realize that the other guests had pretty much cleared the area and stood to the sides, watching the couple and whispering behind their hands.

When the music ended, the young man bowed to her again, and Belinda dropped into a curtsey, but neither one lowered their heads completely, still locked in one another's gaze. It wasn't until the circle that had formed around them started applauding that she even remembered anyone else was there. She looked around, startled at the attention, but turned her eyes back to the man she had been dancing with when he took her hand. He gave her a quick wink, as if telling her to play along, and her heart skipped at beat at his devil-may-care grin as he bowed to the crowd, still holding her hand. Taking the hint, she curtseyed alongside him, and then waved right along with him as he led her away from the courtyard towards the carriages. Although she had absolutely no idea what had just happened, she had discovered one thing; she absolutely loved the rush of adrenaline that came with being in the limelight.

"Sorry about that," he apologized once they were away from everyone else. "Which carriage is yours?" She pointed towards a midnight blue carriage drawn by four sleek grey horses, and he raised an eyebrow a little, grinning. "Not a bad rig."

She opened her mouth to say that it wasn't really hers, but what came out instead was, "Thank you." Smiling back at him, she nodded back towards the direction of the courtyard. "What was that all about?"

"Oh, them," he said, shaking his head. "You see, I had been staying away from the dance floor the entire night, and apparently everyone has been just dying to see who I would finally end up picking as a partner." She didn't say anything in reply, but he must have known that she had no idea what he was talking about, and he chuckled slightly, stopping just in front of her carriage door and bowing to her again. "I'm afraid I didn't introduce myself, m'lady, and for that I apologize." He kissed her hand, then straightened up. "I'm Prince Frederick. And you would be...?"

She just blinked at him for a moment, letting the fact that she'd been dancing with an incredibly handsome prince without knowing it sink in, then said quickly. "Belinda." She didn't give a last name, and prayed that he wouldn't ask for one; it would be all too easy to find out who she really was.

"Belinda," he echoed, reaching up to cup her cheek in one hand, and her heart skipped a few more beats. "Beautiful name...worthy of such a beautiful woman," he added in a whisper, leaning towards her. Their lips met for a moment before he pulled away, leaving her breathless as the carriage door was opened. "I do hope you'll be returning for the rest of the celebration tomorrow night?" he questioned, giving her that winning smile again. She merely nodded, unable to wipe the smile from her face as he closed the door, waving at her as the carriage drove off.

"Well, you look happy!" Belinda jumped as the fairy godmother appeared out of nowhere in the carriage. "I take it things went well?"

"Mmhmm," she murmured in response, leaning back against the seat. There was a short pause, then the older woman prompted,

"Well? Who was he? What happened? I would have stayed to watch, but you know how it goes...there's always someone in need of a happily ever after."

"His name is Prince Frederick...I didn't even realize he was there until it was almost time to leave...he's absolutely dreamy, too, and much more charming than any of the other men I met..." Belinda trailed off, noticing that the fairy godmother suddenly looked a little worried. "What is it?"

"Oh, nothing, my dear! You just...reminded me of something I have to do, that's all!" came the cheerful reply. Belinda narrowed her eyes suspiciously, but before she could question further, the fairy godmother continued, "Well, I've got to be off, dear. The carriage will be back to pick you up tomorrow night, and if you need anything before then, I'm just a tear drop away!" And with that, she disappeared.

By the time Belinda snuck up the stairs into her room again, it was after five in the morning; the eastern horizon was already somewhat lighter than the rest of the sky. Slipping out of her fancy gown and hanging it in the closet alongside her drab work clothes, she changed into her nightgown and crawled into bed with a groan, knowing she'd have to go to work all too soon. Luckily, Harry himself usually didn't rise before noon and didn't open the pub up until then, so she could at least get in a few decent hours sleep. She drifted off almost immediately, and the last thought in her mind was of Prince Frederick's kiss.

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A/N (again): My original idea for this has changed drastically after hearing a line from the movie again, but I think it has changed for the better...anyway, more on that will be revealed later on. I know that my chapters may seem a bit short, but I like to put things up once I get to a good breaking point in order to get feedback along the way; reviewers can give helpful insight sometimes. 


	3. Chapter 3

A/N: I apologize in advance if this chapter drags a little...my heart wasn't quite as into it as it has been for the others. There's a scene coming up in future chapters (not sure when it will fall in the story, but it's coming) that I've just been DYING to write, but if I let myself write it now, I'll have no motivation to write the others. Thanks again for the kind reviews. That said....enjoy!

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Throughout the day, Belinda had a difficult time keeping her mind on her work. She was yelled out of bed just before twelve by Harry, who called her a lazy wench and demanded to know why lunch wasn't ready yet, then was yelled at again for scorching the potatoes. Later in the afternoon, she dropped a tray full of drinks onto the floor when someone bumped into her, which was highly unusual; she was used to being jostled about in the pub, and could normally hold her balance without any problem. Thankfully, Harry wasn't around to see that event, and the mugs weren't glass, so there was no breakage. Still, she had to mop up the floor quickly and get a fresh batch of drinks for the men.

"There you are, dear," she said as she set the last mug down in front of a scrawny, unshaven man who looked as though he'd already had one too many.

"There's a good wench!" he called loudly, pinching her backside before she could get away, causing the rest of the men with him to erupt into laughter. She just froze a forced smile on her face and shook her head, keeping the image of her handsome prince in her mind; if all went well, she would be out of this place before very long, and as soon as she was, she vowed that no man would ever degrade her again as long as she lived.

"Hey, Belinda!" a loud voice called from the other side of the scrawny man's table. "Wot's this I hear 'bout you being at the royal ball last night, huh?" She froze, her back towards the man, and forced herself to keep calm.

"Now, where on Earth did you hear such a silly rumor as that?" she asked lightly, turning to face him with one hand on her hip. He grinned impishly at her.

"M'wife's cousin was working there, got himself a job as part of the cleanup crew. Said he saw you leavin'!" he replied, louder now that the attention was on him.

"Oh, that's a load of rubbish," she replied, forcing a chuckle. "What business would I have at a ball?"

Thankfully, the men had already had their attention diverted by an arm wrestling match on the next table. Belinda's heart was racing; she hadn't even considered the fact that anyone who knew her could have been at the ball. If word got around...well, she knew it wouldn't be pretty. The trouble was, word WOULD get around. People had a way of finding out things in places like this, and if she had been recognized by one person, there was no way of knowing how many others might have seen her. She knew she had to be prepared to leave in a hurry in case Harry caught wind of the rumor; he was much more likely to take the word of any random customer over her own.

"Alice!" she hissed to another worker girl just coming out of one of the storerooms. "Cover for me for a few minutes, will you?"

"Sure thing...hey," the girl added, catching Belinda's arm just as she was about to leave. "What's this I hear about you being at the royal ball last night?"

"Oh, blast, you've heard, too?" Belinda asked frantically, fighting back a groan. Maybe she didn't have as much time as she had hoped.

"Heard it this morning in the square...hey, did you really dance with a prince?" Alice asked, eager to hear all the details.

"Look, just don't let Harry find out, all right? You know he'll fire me right off the reel," she pleaded desperately. Alice nodded, and Belinda breathed a sigh of relief. "Thanks, pigeon. I'll come back as soon as I can," she added before hurrying off to the potion room.

Once inside, she locked the door behind her to keep anyone from wandering in unannounced and pulled out a crate from the corner. She began packing her more valuable and harder to make potions, knowing there was no way she would be able to get everything in the room out safely. After filling the container, she bent down to try to lift it, only to realize that it was much too heavy for her to carry on her own. Frowning, she looked around for an alternate plan, finally deciding to drag the potion-filled crate underneath the table where she did most of her mixing and covering it with an empty sack. It wasn't likely that Harry would enter the room without her there, but she didn't want anything left out in the open just in case. Of course, if he were to find out about her attending the ball, there probably wouldn't be a chance to get the potions out before he exploded at her. But she would find a way to get them back, no matter what it might take. She refused to let all her hard work go to waste.

It was after nine o'clock that evening before the trouble started. The pub was busy, but Belinda was already finished with her waitressing shift and sat in Harry's office, working on the accounts. She hurried through them tonight, which was quite a change from her normal perfectionism; even though she knew she would be the last one to arrive at the ball no matter how quickly she finished her work, she still wanted to get there as soon as possible. When she was about two thirds of the way through, she heard an angry, wordless roar from the front and knew in an instant that Harry had found out.

With her heart racing wildly in her chest, she bolted up from her chair and ran out of the room, towards the stairs, which were in the front of the pub. Not for the first time in her life, she wished her legs were longer; Harry could take the stairs three at a time, while she had to run up them one by one. She was almost to the landing when she heard him barreling up behind her, yelling profanities and calling her an idiot for getting out of her place. Without hesitating, she slammed the door to her room shut and locked it, propping a chair up under the handle for good measure. She knew it wouldn't hold long. Harry was already throwing his weight against the door with heavy thuds, and she could hear the wood beginning to splinter.

"Fairy Godmother!" she called desperately as she started to grab her ball gown out of the closet, then thought better of it. There was no time, and she could always just ask the fairy godmother to whip up another one for her. Another thud, and she ran towards her dresser, pulling the top drawer out haphazardly and grabbing the money she'd saved from the back of it. "Please!" Another thud, and she could see the wood near the hinges splintering. "Dammit, I don't have time to cry now!" she yelled, frustrated. "Fairy Godmother! Carriage! Anyone!"

There was a loud popping noise outside the window, and Belinda turned to see the carriage, horses and all, floating in midair. At that moment, Harry burst through the broken door. He lunged at her just as she was scrambling out the window, catching the hem of her skirt. But he was too late; all that he got was a handful of ripped fabric as the material tore.

Belinda sank back against the cushions inside the carriage, the blood still pounding in her ears. She looked down at the sack of coins she held as the realization that this was all she had in the world slowly dawned on her. Of course, she was still determined to retrieve her potions, somehow, but all that was guaranteed in her life at the moment was the torn dress she wore and the money in her hand.

"Godmother!" she called again. There was no reply. Was the ONLY way to get in touch with this woman through teardrops? Belinda was too practical to be given to crying fits every day. "Okay," she said aloud to herself, trying to think of something that would force tears. "You're all alone in the world. You have no job. You don't have enough money to last for a week." But, far from bringing her to tears, all of those thoughts simply made her more determined to find her way out of the situation. With a frustrated groan, she stood up and stuck her head out the window.

"You there! Driver!" she yelled, and the thin chauffer looked back at her. "Do you know how to get in touch with the Fairy Godmother?" she asked.

"Sure," he replied, then took a deep breath. "STELLA!" he yelled at the top of his lungs. In a burst of blue sparkles, the fairy godmother immediately appeared beside him on the driver's seat, looking quite a bit frazzled.

"What is it, Stanley? I was right in the middle of...oh!" she exclaimed, catching sight of Belinda's head poking out of the carriage. "My dear!" With a wave of her wand, she was suddenly sitting beside the younger woman. Eying her disheveled appearance, she asked, "What happened?"

"Long story," Belinda sighed, shaking her head. "Look, do you think you can whip me up another dress? I had to leave the last one behind in a bit of a hurry," she explained, then added quickly, "Something pale green this time, if you don't mind."

"Green? You're sure, dear? I did so love the blue on you..." the godmother said, sighing as Belinda nodded. "Very well, then, green it is." She waved her wand a couple of times, and Belinda was dressed in a pale green gown exactly the shade of her eyes with shoes to match. "Though I must say, that looks lovely, as well," the older woman mused, studying the girl.

"It's perfect," Belinda said, looking down at the shimmering fabric.

"Hmm...let's try a little something different with your hair, shall we?" The wand waved again, and Belinda's messy blonde hair was loosened from its bun, then wound up again in a much neater style, with a few strands left loose to frame her face. "Fabulous. Now, I've got to be going."

"Wait!" Belinda called just as the fairy godmother was raising her wand. "I left some potions behind at the pub...do you think you could help me get them?"

"Potions?" she echoed, suddenly looking interested. "Do you make potions? I've been in need of a good assistant for potion making....I'm not that good at it, myself," she confessed. "I mean, just in case things don't work out with Fr- Prince Frederick, or something, it's a job offer," she added.

"What do you mean, in case things don't work out? Why wouldn't they?" Belinda asked, frowning.

"Oh, I'm sure they will, my dear, but...well, I do need an assistant! The offer stands if you choose to take it!" And, without giving Belinda any time to reply, she waved her wand and disappeared again.

"But what about my potions?" the girl called to the empty carriage, then sighed. "Oh well. At least I've got options, now," she muttered, watching through the carriage window as the palace gates came into view.

To her surprise and delight, Prince Frederick was standing at the bottom of the stairs, and he grinned when he looked up to see her approach. If she didn't know any better, she would say he had been waiting for her! He bowed and kissed her hand; she noticed he did that an awful lot, but then again, he was a prince and had probably been taught formal greetings before he could talk.

"Would you honor me with a dance, Miss Larae?" he asked, lifting his gaze to meet hers. The smile quickly faded from her lips, which fell open slightly in shock.

"I never told you my last name," she faltered, trying to pull her composure together again as her mind raced; she must have let it slip sometime the night before. But when?

"You didn't have to," he said, still holding onto her hand and leading her out towards the dance floor. "One of my manservants recognized you. He told me all about you, and the pub, and your potion business," he said, placing one hand on her waist as they began to waltz.

"So you know I'm a phoney," she remarked, somewhat bitterly. She kept her head turned slightly to the side, unable to face him; as wonderful as he seemed, she just knew he was waiting for the right moment to humiliate her in front of everyone.

"I know you're a beautiful, fascinating woman, Belinda Larae. And I know that I would like to know much more about you," he said, leaning down to whisper the last sentence close to her ear. She finally raised her eyes to meet his when he pulled away again and saw that he was smiling.

They danced together through a couple more songs before heading over to the refreshment table. Belinda started to reach for the punch, but he stayed her hand. With a grin, he jerked his head towards the other end of the table, then started walking towards it. Bewildered, she followed him to a section marked 'Royalty Only' and watched as he opened a bottle of white wine and poured two glasses.

"Do you like chardonnay?" he asked, offering her one glass. She accepted it with a nod, and took a small sip.

"Yes," she replied after a moment. In truth, she had never tasted any before the sip she had just taken. She suspected from his grin that he knew, but didn't say anything. They stood there for a moment, each sipping the wine and nibbling on some sort of pastry, watching as other couples twirled around the floor.

"Boring, isn't it?" Frederick remarked, breaking the silence. Belinda looked up at him, alarmed.

"Are you putting me on? What I wouldn't give to be able to dress up like this every day. To give orders, to have people work for me...to have people LISTEN to me, for a change," she said, taking another sip of wine. The prince just shrugged.

"It's nice, I suppose. Not a very adventurous life, but it's comfortable," he concluded. The short woman glanced up at him; an idea was forming in her head.

"So you want adventure?" she asked, a slow smile spreading across her lips. Frederick just looked at her questioningly, so she continued. "What would you say to breaking into a pub and helping me steal back a few things that belong to me?"

For a moment, the handsome prince looked almost shocked that she was asking such a thing. Then, very slowly, he returned her grin. "We'd need disguises, of course...but I know where they keep the spare servant's clothes..."

Belinda's grin widened as she set her glass down on the table. Frederick followed suit, then grabbed her hand and led her out of the courtyard. 


	4. Chapter 4

A/N: Thanks SO much for all the wonderful reviews, dears...I would write whether or not I received any reviews at all, but they really do make it so much more worthwhile. Thanks to PillBoxHat for mentioning this story in 'Potions' (another Fairy Godmother fanfic)! Go check that out! Oh, and Laura...we'll see about Kyle (::wink::). Oh, and that line from the movie that inspired me...still hasn't been revealed yet. Sorry! I'm getting there!

So, without further rambling, Chapter Four. Hope you all enjoy!

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"That's Harry's window," Belinda whispered, pointing at a lit pane half an hour later while she and Frederick sat in a cart they had filched from the royal stables. "After he's asleep, we'll sneak in and get the potions. The handsome prince glanced from the window to her determined face and grinned a little.

"What'll we do until then, eh?" he asked a little devilishly, leaning down to kiss the side of her neck. She couldn't help but giggle a little as she swatted at him gently with one hand.

"Oh, Frederick, I did so want you to love me for my mind..." she replied, mock-pouting. He cupped her chin in his hand, gazing into her eyes sincerely.

"Belle, I'll admit I haven't known you long enough to have discovered much about your mind," he replied honestly, draining all the teasing out of her with his well-placed words. "But I do know there's a spirit in you that's unlike anything I've ever seen in a woman before, and I fully intend to find out everything I can about you. You're much more than a pretty face," he finished, leaning down to kiss her lips.

Belinda was suddenly a whirlwind of emotions. She'd always relied on her good looks to flirt with men...and to have someone so wonderful be so sincere with her...to have someone tell her she was more than a pretty face...it was almost too much. She wasn't sure whether to run away as fast as her legs could carry her or to never leave his side. Still, as the kiss deepened, she had a feeling she would never be able to stay away from him for very long.

After a moment, she pulled away, smiling at him. "Belle?" she questioned, referring to the nickname she had suddenly been assigned, and he blinked.

"Well, if you'd rather not be called that, I understand..." he began, but she stopped him with a finger on his lips.

"I love it," she murmured, leaning in to kiss him again. However, he turned his head, and she ended up kissing his cheek, instead. "What is it?" she asked, slightly confused.

"The light's gone out," Frederick explained, gesturing towards the now-darkened window. "Come on, let's go." He got out of the cart, then helped her down as well, stopping to admire her in her peasant apparel. "You know, I've never seen a prettier kitchen maid," he commented, grinning. "Which is saying a lot, since I'm expected to flirt with all of them, being a prince and all."

"Well, I must admit, you don't make a half bad stable boy," she quipped, then grabbed his arm as he started towards the front of the pub. "This way. We'll go in through the back window."

Wordlessly, he followed her lead to a small window on the first floor, which was completely closed. "How are we going to get in?" he whispered, crouching down to examine the bottom of the window for any possible crack they could wedge something in to pry it open.

"Just watch. It's shut, but not locked," Belinda replied, and proceeded to press both hands firmly against the bottom part of the window. Slowly, she moved her hands upward; the force she was exerting kept her palms firmly against the glass, causing the window to rise up as she pushed. Once it was a few inches off the sill, she slipped her hands underneath the frame and pushed it the rest of the way up. "Give me a boost," she said, then stopped when she realized that Frederick was staring at her and grinning with admiration. "What?"

"You're some woman, Belle," he said, shaking his head as he helped her through the open window. She blushed a little, thankful that the darkness hid the color on her cheeks and wondering yet again how a man could make her feel so giggly and girlish.

"Here, the crate's underneath this table," she murmured. "I couldn't carry it out myself, but between the two of us, we should be able...to..." Shocked, she trailed off, watching as he hefted the heavy craft up by himself. "Or...you could do that, I suppose."

He grinned roguishly and headed towards the window again before she stopped him. "Out the front door. We just couldn't come in that way because I don't have my key," she explained, grabbing a few more potions to carry out by hand, since he obviously needed no help with the box.

"Lead the way, m'lady," he said, attempting to bow gallantly and nearly toppling over.

"Cut out the dramatics," she said dryly, unable to suppress a smile as they started through the front room of the pub. They had almost made it to the front door in the darkness before Frederick bumped into a table, knocking a chair that had been put up on it over. The chair bumped into Belinda's shoulder, causing her to drop one of the bottles she was carrying. The glass shattered with a deafening crash, almost loud enough to rival the roar that came from upstairs.

"Run!" Belinda shouted, tearing towards the door. Frederick didn't have to be told twice; the two of them got out of the pub just as Harry started down the stairs, and they were in the cart by the time he got to the door. All the pub owner could do was yell angrily as they drove off into the night.

The horses ran at a breakneck pace for a while with Frederick guiding them, until they were deep into the forest, deeper than Belinda ever remembered going before. "That was close," she remarked breathlessly, one hand on her chest as she struggled to catch her breath. To her surprise, Frederick started laughing. "What's so funny?"

"I've just never done anything like this, I guess," he exclaimed, just as breathless as she was. He jumped out of the cart and tied the horses to a tree, speaking as he did so. "I snatched the occasional pastry from the cook as a boy, but I never out and out stole something valuable from a business..."

"Well, if it makes you feel any better, it was just taking back what's rightfully mine," Belinda replied as he put his hands around her waist and helped her jump down from the cart.

"I don't mind being a thief for you," he replied, taking her hand and leading her over to a soft, mossy clearing a little ways off from the trail. He flopped down in a very unprincelike manner, lying on his back with his hands underneath his head. She sat down beside him, propped up by one hand, and followed his gaze to the stars shining above. He noticed where she was looking, and remarked, "Make a wish, Princess."

Startled, she looked down at him, frowning slightly. "I'm not a princess," she reminded. Realizing his mistake, he blushed a little and cleared his throat.

"I'm sorry, Belle, it's just that..."

"Just that you're accustomed to being with princesses," she finished for him, somewhat bitterly. He sat up, reaching to cup her chin in one hand and thus forcing her to look at him.

"Belle, listen to me. I don't care if you're a princess or a bar maid or a beggar. I..." He stopped, having a hard time with his words, and she waited expectantly. "I think I'm falling in love with you, Belle," he finished softly.

She didn't reply; even though she knew she was falling head over heels for the man, she wasn't yet ready to admit it out loud. Out of a combination of a sense of pride and a fear of being hurt, she seldom ever let her emotions out in the open. Instead, she smiled at him and leaned in to kiss him fully.

An awkward silence threatened to take over once the kiss ended; luckily, Belinda spied something through the trees as she looked past Frederick's shoulder deeper into the forest, and she pointed towards it. "What's that over there?"

"Oh! I was going to show you that...it's part of why I brought you this way," he exclaimed, getting to his feet and helping her up, as well. As eager as a child with a new toy, he led her through the brush until they stood on the edge of a large clearing with a small, cream colored cottage with a thatched roof nestled amongst some large trees. Frederick beamed as he gestured to it with one hand. "Well? What do you think?" he asked, seeming quite proud of himself for something.

"It's a lovely little place..." she began uncertainly, not really sure what he was getting at.

"It's yours, if you want it," he replied, still grinning. She looked startled, so he continued, "On the way to the pub, you were talking about wanting to open up a potion business all your own...well, if you think you would like to set up shop here, the place is all yours. It's a great location, too...right in between Far Away and Far Far Away. You'd get good business. If you want it, that is."

She stared at him for a moment, speechless; she had assumed that either she would succeed in winning her handsome prince, or she would fail, and the potion business would be her back up plan. Yet, here he was, apparently offering her the chance to have both, and smiling at her with those loving silver-blue eyes. "You...are you sure? Really?" she asked, still not quite believing him.

"Really really," he murmured in reply, putting his arms around her again and leaning down to rest his forehead against hers for a moment (which was a somewhat comical sight, given their difference in height) before nodding towards the cottage again. "Do you think you'll be all right out here by yourself tonight? Or would you rather come back to the castle and stay in one of the spare rooms?" he asked, a little doubtfully. She smiled at him, smirking somewhat suggestively.

"You could always...stay here, and keep me company?" she offered, moving to stand just the slightest bit closer to him. Something flickered in his eyes, as though he were considering the option, but, much to her disappointment, he shook his head.

"I...think it'd be best if we both go back to the castle and...get some sleep," he finished, still appearing somewhat troubled. "You know how it is with royal life....attend balls all night, sleep most of the day," he laughed. Her disappointment must have shown, because he tilted her chin up and kissed her soundly. "Of course, the night is still young..." he conceded in a tone that caused her to smile again.

"Then, by all means...let's make the most of it."

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A/N (again): In case anyone's interested, the window-opening bit is something we actually use to get into the theatre building on my college campus when it's all locked up; there's one window in the design studio purposely left unlocked expressly for this purpose. Oh, and I blatantly stole a line from a musical and stuck it in this fic. Ten points to anyone who catches it! I'm sorry it's taken so long to update; the next chapter should be quicker in coming. 


	5. Chapter 5

A/N: Sorry it's taken me so long to update this chapter; it was just hard to write, and then once I got most of it written, I realized I didn't want to post everything that I had written down as one chapter. Therefore, I had to go through the difficult task of figuring out just WHERE I wanted the chapter to cut. I tried it several different ways, and I'm still not entirely sure that where I have it cut is where I WANT it cut, but...it's as good a place as any. I've been asked if we'll see any of Harold and Lillian in this fic...to answer your question, I'm really not sure. I can tell you this much; if Harold doesn't at least make an appearance towards the end of this fic, there WILL be a sequel involving the bargain he makes with Belinda concerning Fiona's marriage. That's about all I can say right now, as I'm not sure just what direction this particular tale is going to go. Thanks again for all the wonderful, wonderful reviews; they mean a lot! I hope you all continue to enjoy this story!

Disclaimer: I don't own any characters from Shrek 2, nor do I own the song "Unexpected Song".

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Three weeks had passed since Belinda and Frederick's potion stealing escapade, and her business was already up and running, thanks to the bottles she managed to rescue from the pub in order to get started (and a royal restraining order that kept Harry from coming within two miles of her cottage). Unfortunately for Belinda, she was nearly too tired to enjoy her success. She never saw Frederick until after she closed up shop for the evenings, at which point he would arrive and either stay until the wee hours of the morning, or whisk her off to some grand ball held in honor of some important so-and-so whose name would be forgotten in a year. He was always gone before morning came, leaving her to catch a few hours sleep before the shop opened.

Early in the evening, Belinda watched the sun sinking below the treetops, and she flipped the sign on the door from 'Open' to 'Closed'. She was looking for Frederick to arrive at any time; he usually appeared just a little while after dusk. Humming to herself as she went upstairs to retouch her makeup, she couldn't help but smile in anticipation of the coming nightfall; on the nights they didn't go off to a party, he always brought her some sort of present. Beautiful dresses, jewelry, slippers, gloves...all the things a real princess should have. And, as much as she did love Frederick, she wouldn't deny that she also held a love for the material things he brought her. Lighting a lamp to combat the coming darkness, she stopped to admire the sparkle of an amethyst ring on her right hand and the shine of her coral colored nails, which she made sure to keep perfectly manicured now that the only real work she had to do was mix and bottle potions. She no longer even had to clean; Frederick sent a maid in from the palace in the afternoons to keep the place spotless, upstairs and down.

She double checked that the stew on the stove wasn't boiling over; no matter how much she protested that they shouldn't bother eating her simple cooking when Frederick was used to eating fancier dishes and they had the capacity to go anywhere they pleased, he always insisted that he liked her food better. She set the table and ladled two bowls full of stew to be cooling, then paused when she heard the tell-tale sound of hooves galloping on the dirt path outside. Smiling to herself, she untied the apron from around her waist and hung it on a hook behind the door, heading down the stairs again to greet her prince.

"Belle!" he called happily once she stepped outside, as he dismounted from the horse; he let the animal roam free whenever he was at the cottage, since it never tried to leave the clearing. He hurried over and grabbed her in a hug, lifting her off the ground and swinging her around once.

"Oh, Frederick, you're such a little boy sometimes," she chided, but she was laughing. He gave her one of his perfect, dazzling grins that could make any woman in the kingdom fawn over him, and she shook her head at him. "Come on inside, supper's ready."

A few minutes later, Frederick was already more than halfway through his stew. "S'great," he mumbled around the food, taking a bite of bread.

"Don't eat so fast," she warned him, shaking her head a little.

"Yes, mother," he answered mockingly, a teasing glint in his eye. She tried to hide a grin.

"Honestly, Frederick, you would think that a prince would have been raised with more manners than this!" she exclaimed with mock indignity. Although, truth be told, she couldn't really chide him much; she was brought up as a poor girl, and no matter how many airs she put on, she still licked her fingers at the table.

"I was raised with manners! I just choose not to use them all the time," he replied, then added in a more serious tone, "Besides, you're the first person I've ever met that I didn't have to put on fancy airs with."

She was quiet for a moment after that comment; serious conversation of that nature always made her feel like he was probing a little too deeply into her soul. As much as she wanted to share everything in her life with him, she still wasn't completely over her fear that as soon as she let him in, something would go wrong. But the way he looked at her...she knew he had to honestly love her.

"I...I guess that's true for me, as well," she said, swallowing her discomfort with some difficulty. There was a short silence between them, broken abruptly by Frederick.

"Belinda, do you love me?" he asked bluntly. She jumped at the suddenness of the question, startled.

"What?"

"Do you love me? I just...I mean, you've never actually said it..." he added, a little hesitantly. Belinda suddenly became very interested in the pattern on the silverware in front of her; an emotion as serious as love was not something easy to admit, no matter how true it was. What if he didn't WANT her to love him? What if...

"Yes," she blurted before she could overanalyze things any further, still not looking at him. She focused on tracing the outline of the spoon with her index finger on the tablecloth, but stopped when he reached over and laid a hand on top of hers.

"Belle, I love you, too. You know that," he replied. She glanced up to meet his eyes for a moment, then pulled her hand away and stood up to clear the table.

"I guess I'm just afraid this is all too good to be true," she said, forcing a little laugh as she gathered up the dishes and put them in the sink. "I mean, I always wished for a happily ever after...I never actually thought it would come true. This isn't even supposed to be real...you're a prince, Frederick, and I'm--"

"As good as any princess," he finished for her, cutting her off. There was a short silence, then he stood up, taking her arm and pulling her away from the dishes. "Come on."

"Where are we going?"

"Outside. You need to get out and breathe some fresh air...you spend too much time cooped up inside with all these potions during the day," he answered. Wordlessly, she followed him, stopping when they got to the arched footbridge overlooking the stream that ran in front of the cottage. Belinda leaned over the railing to look at their reflection in the water, and couldn't help but smile; without high heels on, she was positively dwarfed by Frederick.

"Have I told you I love this place?" she asked, turning her head to look back at the quaint, two-story cottage. Of course, the upstairs was almost more of an attic, with a single divider to separate rooms and ceilings that sloped almost to the floor, but it was good enough for a living space.

"Oh, just about every other time I'm here," he said, grinning as he leaned over to prop his elbows on the bridge railing. "You've gone on and on about how much you love the place...pity I can't get you to talk that much about loving me."

"Oh, Frederick, I do love you, you know," she sighed, shaking her head. "It's just...not so easy for me to say. I'm not used to being in love," she explained. He turned her face back towards him with one hand and kissed her softly.

"Better get used to it," he replied when they pulled apart. "Because I plan on loving you for a long, long time." She just smiled at that comment, and he put his arm around her shoulders so she could lean her head against his chest, both of them looking out onto the water. After a few moments, Frederick asked suddenly, "What would you do if you weren't into potion making? I mean...as far as a career goes. Have you ever thought of trying anything else?"

"What on Earth brought that up?" she asked, laughing a little. He shrugged.

"Oh, I don't know. Just thinking, I guess. My mind wanders, sometimes." He waited a moment for her to answer, then prompted, "Well? What would you do?"

"Well..." she began. "I always loved to sing. I used to sing a bit in the pub some nights, whenever we had someone who could play piano. Of course, I don't know how well I'd do at that professionally, but if I could do anything besides potion making, it'd be that."

"Why don't you combine the two? Maybe using singing as an advertising ploy, or something?" he suggested, grinning a little. She laughed.

"If the business is ever well-respected enough so I can afford to be a performer on the sidelines, I'll think about it," she said, then added, "Besides, only dwarfs and fairy godmothers have theme songs."

"Hey, you're almost short enough to be a dwarf," he began teasingly. The comment earned him a sound smack on the arm, which he ignored. "And who knows? Maybe you'll be the next fairy godmother."

Belinda didn't reply; she never really told him the full story of how the fairy godmother had actually been the one to help her, and thankfully, he hadn't asked questions about how she got to the royal ball in the first place. After a few moments of silence, Frederick commented, "I've never heard you sing, you know. I bet you're pretty good."

"I'm not bad," she replied honestly; she was very seldom modest about anything.

"Sing something for me?" he asked, almost playfully. She blinked at him, then laughed, shaking her head. "No, really! Sing for me. Anything, I don't care what...you pick." The blonde woman studied him for a moment, thinking, then turned and began to walk away from him across the bridge, her steps measured. He started to call after her, but stopped and listened when she started to sing a slow, lilting melody.

"I have never felt like this...for once, I'm lost for words. Your smile has really thrown me. This is not like me at all; I never thought I'd know the kind of love you've shown me...Now, no matter where I am, no matter what I do, I see your face appearing...Like an unexpected song, an unexpected song that only we are hearing..."

She kept her back slightly to him, seeming almost ashamed to meet his eyes, but he forced her to when he gently tilted her chin up to face him.

"Don't stop," he murmured quietly. She blushed a little, averting her eyes at first, then raising them to look at him again when he moved his hands to her shoulders.

"I don't know what's going on, can't work it out at all; whatever made you choose me? I just can't believe my eyes...you look at me as though you couldn't bear to loose me. Now, no matter where I am, no matter what I do, I see your face appearing...like an unexpected song, an unexpected song that only we are hearing..."

She trailed off, and he leaned down to kiss her as the last note faded from her lips. "That was beautiful..." he murmured, then asked, "Do you really feel that way, Belle?" She nodded slowly, not lowering her eyes this time. Somehow, saying what she had wanted to say in a song made things easier, and she wasn't quite so afraid to admit her emotions anymore. Smiling, he drew her into his arms, resting his chin on top of her head. They stood there in silence for a moment, holding one another, when suddenly Frederick murmured. "Marry me, Belle."

"What?" she asked, drawing away in surprise. He smiled at her reaction.

"I just asked you to marry me...I rather expected you to say 'yes', or 'no', not 'what'," he said, raising an eyebrow at her. Her mouth opened slightly in shock, but she shut it again quickly, at a loss for words.

"I...I mean, it's just...unexpected, that's all..." she stammered.

"An unexpected song?" he quoted, and she couldn't help but smile. He took both her hands in his, squeezing them lightly, then pulled one hand away to reach into the pocket of his tunic, pulling out a large diamond ring, fit for any princess. "I mean it, Belle. I want you to be my princess. My wife. Will you marry me?" She studied his face a long moment before replying.

"Frederick, I don't think anything on Earth could make me happier," she murmured quietly. Unable to keep a grin from spreading across his face, he slipped the ring on her left hand before leaning down to kiss her, tenderly at first. The kissing grew from tender to passionate, then from passionate to hungry. Soon, it became too intense for either of them to bear, and so he lifted her in his arms and carried her inside the cottage.

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Sunlight was streaming through the window by the time Belinda awoke the next morning, lying on her right side the way she always did, which put her facing away from the man she had fallen asleep next to the night before. She yawned widely, blinking her eyes blearily at the sunlight just as she did every morning. It took a moment for her to remember the events of the night before, and she smiled happily when she realized that the other side of the bed was a little sunken because of Frederick's weight. With another yawn, she rolled over to snuggle up next to him.

And promptly screamed in terror.

The shriek jolted the ogre lying in bed awake; he sat up quickly, staring in confusion at Belinda, who had immediately scrambled out of bed and grabbed a robe, which she was tying haphazardly around her.

"Belinda, what's wrong..." the ogre began, speaking in Frederick's voice, but trailed off when he noticed the bright sunlight. He looked down at his hands to confirm what he already knew was true, looking horrified. "Belle, please, I can explain!"

"What have you done with Frederick?" the blonde woman screeched, grabbing the nearest object at hand – an oil lamp from the bedside table – and brandishing it as a weapon.

"Belle...it's me..." the ogre said softly, reaching an enormous green hand out towards her. She recoiled in horror from his outstretched fingers; she, like all other villagers, had been raised to hate and despite ogres as fearful, loathsome creatures who should be disposed of by any means possible. Waking up in bed next to one was a far worse experience than even her more horrifying nightmares.

"What in bloody hell are you talking about?" she demanded, her normally careful speech slipping into a less refined pattern. "You're an OGRE!"

"Belle, will you LISTEN to me! It's a curse...this is why I always leave before sunrise..." he faltered, a little uneasy at the fear and hatred he saw glittering in her eyes. "I...I was going to tell you..." There was a tense silence between the two of them, Belle still staring at the creature in her bed with a repulsed expression. Finally, she spoke, her voice a low growl that he was unused to hearing.

"Get out."

"Belle, please...I love you..." he began desperately.

"I said get OUT!" she repeated, louder this time. His face fell into a heartbroken expression.

"I thought you loved me, too," he said quietly, his eyes downcast.

"I don't even KNOW you!" she answered, her voice shaking with rage and hurt. "I loved what I THOUGHT was a wonderful, handsome, HONEST man! Not a bleedin' ogre in disguise! Now get out, and don't you dare ever come back. Is that perfectly clear?"

He just looked at her quietly, not moving, clinging to a last hope that if he just waited for her to calm down, she would change her mind. When he didn't leave, her eyes narrowed to slits, and she slammed the lamp down so hard on the table that the globe shattered, some of the shards narrowly missing her hand.

"Fine," she hissed. "If you won't leave, then I will. I'll not stand here to look at your hideous face a moment longer." In spite of her anger, her voice cracked with emotion on the word 'hideous', but it wasn't enough to stop her from grabbing her cloak and shoes and heading down the stairs, still in her robe.

"Belinda, wait..." Frederick called after her. The downstairs door slammed loudly in response, and he shook his head. "I love you," he said aloud to the empty cottage. The sound of hoof beats on the bridge outside was his only answer; she had ridden away on his horse, leaving him alone to stare shamefully at his oversized green hands with tears in his eyes. 


	6. Chapter 6

A/N: Hmm...I seem to have lost most of my readers. Chapter Four got nine reviews, and Chapter Five only got two...where'd everyone go? Anyway, without further ado, here's Chapter 6. Enjoy! 

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The white horse galloped through the trees, spurred onward by his rider's heels. Belinda rode blindly, unable to see because of the strands of hair whipping in her face with the wind and the tears of rage and hurt stinging at her eyes. After quite a while of hard riding, the horse stopped at the edge of a large pond, rearing on his hind legs a little as if to give the blonde woman a wake-up call to where she was going, and she was nearly thrown. "Stupid horse," she muttered once he was back on all four hooves. She dismounted, leaving the reins loose for the stallion to graze.

She sat down heavily on a large stone by the water's edge, picking up a stick and angrily breaking it into several pieces before tossing the remnants in the water. After a moment's reflection, she jerked off her engagement ring and threw it into the water as well.

"How could he do this to me?" she asked aloud to no one in particular. "How could he even THINK of courting me with such a hideous enchantment placed on him?"

"Some enchantments can't be helped, you know," a rather saddened sounding voice said from somewhere near the ground. Belinda looked around, startled.

"Who are you?" she demanded.

"Just a lonely, enchanted soul," the voice said again. She frowned, looking down at the pond. All she saw was a large, brown eyed frog looking up at her.

"All right, then, WHERE are you?" she asked, becoming annoyed. The frog croaked, then smiled at her.

"Right here," he said. She nearly fell off the rock she was sitting on.

"You can talk," she said simply, shocked.

"Well, yes. You never heard of a frog prince?" he asked, then added hopefully, "I don't suppose you'd like to kiss me, would you?" She looked disgusted, and he sighed. "Oh, well. It was worth a try, wot wot? Besides, I've got my eye on someone else..."

"Being a frog isn't as disgusting as being an OGRE," she replied, spitting out the last word. The frog frowned.

"Er, well, no, I suppose it's not quite as horrible...nasty creatures, ogres," he muttered. "But...well, I'm guessing it's your fiance who's an ogre?" he asked.

"How did you know?" Belinda said, curious. The frog held up the tossed engagement ring in one webbed hand.

"I'd say this provided a fairly accurate indication," he replied. The blonde woman sighed, shaking her head.

"I just can't BELIEVE that someone I thought was so wonderful could turn out to be so awful..." she said, half wondering why she was suddenly pouring out her heart to this amphibian. At the moment, she didn't really care who she talked to.

"Well...is he really any different on the inside?" the frog asked hesitantly. "I mean...well, if you fell in love with him for being wonderful...isn't he still wonderful, except for the whole ogre thing?"

"But he LIED to me!" Belinda insisted.

"Cutting out parts of the truth isn't exactly lying..." the frog argued hesitantly. "I mean, if I had the chance to be human again, just long enough to get a certain fair maiden to kiss me...I must admit, I would probably leave out the part about being a frog. What I'm trying to say is...maybe you should give this ogre of yours a chance to explain himself. Who knows? Maybe the two of you can even work out the whole ogre problem. After all...ever curse has it's countercurse."

"Really?" Belinda asked, finding some small amount of hope in the frog's words.

"Well...I think that's the way it goes, anyway," he admitted. Hopping up on the rock beside her, he placed the engagement ring down on the cool stone. "Here. You don't really want to leave this at the bottom of a pond, do you?"

Belinda looked from the frog to the ring, then smiled a little. "Well, I suppose it is worth a try...perhaps there really is an antidote to whatever hex he's got." She picked up the ring, then stood up and gathered the horse's reins. "Thanks for the advice, pigeon," she added, using the rock to get back up on the horse.

"Er, I'm a frog!" the frog called after her as she rode away. "Hmm. Poor girl. Seems a bit daft," he said aloud to the empty forest. Shrugging his froggy shoulders, he leapt back into the pond with a plop.

Belinda rode the horse a little easier on the return trip, her anger fading to annoyance. She was still upset with Frederick for not telling her about being an ogre, but...perhaps the frog was right. Maybe, just maybe, she and her prince could find a solution to his problem. She HAD run out before giving him a chance to explain himself...maybe the curse was only temporary! The more she thought, the more her spirits lifted; she had never found a problem yet that she couldn't surmount. This would be no different.

As the horse neared the cottage, Belinda heard loud voices in a nearby clearing. She reined the horse in to a stop, listening carefully. The voices all sounded male, and they were shouting. Chewing her lower lip, she debated on whether to continue on to the cottage or investigate the source of the noise. In the end, her female curiousity won out, and she dismounted the horse, tying his reins loosely to a tree branch to prevent him from following her. She adjusted the cloak that she had thrown haphazardly over her robe, and crept forward towards the voices.

The first thing she noticed was a group of men clustered around something hanging from a tree in the same clearing where she and Frederick had stopped the night he had shown her the cottage. A few of them had torches, although why they needed a torch when the sun was up, she didn't know. Almost all of them carried a pitchfork. Biting her lip again, she hid behind a large tree, her hands pressed against the rough bark as she tried to listen without being seen.

"Well, now wot d'we do wiv' 'im?" a slow, drawling voice asked, sounding dumbfounded.

"We kill him, that's what!" a louder voice announced, earning a roar of approval from the other men.

"But George--"

"I said we kill the beast!" the loud voice interrupted again. Another cheer went up. "Stand back, men! This might get messy!"

As the men stepped back from the hanging object, Belinda had to cover her hand with her mouth to keep from gasping out loud in horror for the second time that morning. She still couldn't see everything clearly because of the large crowd, but she saw enough. Hanging from one caught foot from a tree limb was an ogre, already bleeding from several pitchfork wounds. He struggled against the ropes that held his large hands tied behind his back, and a gag kept him from saying anything to the half-wit villagers. 'It's not Frederick,' she told herself, her heart pounding wildly in fear. 'It's some other random ogre, and if they kill him, that's no skin off my back. I can just go home, tell Frederick I'm sorry, and we'll work this out. This doesn't concern me.' Yet she stood rooted to the spot, hands pressing so hard into the rough bark that there would be dents in her palms when she pulled away.

"George, maybe it's not such a good idea to kill him," a third villager put in. "I mean, what if there are others in the woods waiting to come after us once this one is dead?"

"Don't be daft, Sam. If there were others, they would have come to rescue him already," the man called George snapped, throwing down his pitchfork and pulling out a dagger. He looked at the ogre's thick neck, then back down at his short dagger before shouting, "Anyone here got a sword?"

"Whatsamatta, George? Afraid to get ogre blood on your hands?" a rather whiny, thin man said, snickering. George narrowed his eyes and brandished the dagger threateningly in front of the thin man.

"You want to give it a try?" he sneered. The thin man shook his head quickly, and George lowered the blade. "Good. Now come on, men! Surely one of you carries a sword!"

One of the younger men in the group stepped forward hesitantly. "I've got a sword...but I really don't think we should be killing the ogre. I mean, what harm has he done us?"

"Oh, shut up!" Without waiting for permission, the man called George grabbed the sword out of it's bearer's hand. "Stand back, men!" he said, then swung the sword wide.

Belinda opened her mouth to scream, to protest, to do ANYTHING, but it was too late. She could only shut her eyes tightly and hide her face behind the tree trunk when she saw the sword first connect with the ogre's neck, then let out a low moan of agony a second later when she heard a resounding thunk on the ground. The gathered men who weren't cringing at the sight let out a cheer.

Without waiting around to see what they were going to do with the body, Belinda turn and ran back towards the direction of the cottage as fast as her short legs could take her, not bothering to stop and untie Frederick's horse along the way. It wasn't a far journey, but she managed to stumble over every root and bramble along the way, gasping for air. "Frederick!" she called once the cottage was in sight, half shrieking his name as she tore across the footbridge and into the cottage. "Frederick, answer me!" Her calls were in vain; the cottage was empty. As she passed by the table in her rooms upstairs, she noticed a piece of paper propped up against the salt and pepper shakers. With a trembling hand, she snatched the note up and began to read.

'Belle,

I'm so sorry about all of this. I wanted to tell you about the curse, but I was hoping to get it cured before you ever had to know. If you change your mind about hating me, meet me in the clearing by the road whenever you are ready. I'll be waiting for you. Please know that, even if you hate me, I will always love you.

Yours,

Frederick'

She read the words over again three times before slowly crumpling the paper in one fist, her chest heaving with suppressed sobs. An overwhelming sense of helplessness and grief was beginning to seize her, and it was not a feeling that Belinda liked. So she ran again, trying to escape it, down the stairs of the cottage and out the door. She made it to the footbridge spanning the stream that ran in front of the cottage before she tripped and fell, landing hard on her hands. At first, she just stayed there, looking at the planks of the bridge while her insides quaked, before turning to hang her head over the side while her stomach lurched in an attempt to rid itself of contents that weren't even there.

For a moment, she just stayed there, propped up on her hands, before pulling herself up by the widely spaced rails into a sitting position. She didn't cry at first; instead, she stared out at the water, her heart pounding in her ears. He had gone out to wait for her. And no matter how much she wanted to tell herself that it was another ogre and not the one she had woken up beside that morning she had seen in the clearing, a small voice inside her said otherwise. The irony of it all was that she had been on her way to apologize.

The more she thought about the situation, the deeper the sense of loss in her heart grew, and before she even realized it, tears were streaming down her face, earlier held-back sobs suppressed no longer. For nearly half an hour, she sat there, crying numbly as her hands clutched the rails and her knuckles turned white. Finally, a soft popping sound and a voice interrupted her grief.

"Sorry it took so long, my dear, but I was dealing with some other clients..." the fairy godmother said, trailing off when she saw the young blonde's face turn towards her. She could have been made of stone if it weren't for the tears still leaking from her eyes. "Why, my dear...what's the matter? What happened?"

"They killed him," Belinda replied, almost in disbelief, before she even had time to think. She really didn't want to talk about the situation with anyone, much less the woman who had gotten her involved with Frederick in the first place, but she couldn't help explaining things.

"What?" the older woman exclaimed, shocked. "But...he...why was he here at this time of day?" she stammered, but received no answer. "Oh, dear, I TOLD him he should have warned you about the spell..."

"I thought love's first kiss was supposed to reverse spells like that!" Belinda exclaimed harshly, her voice still very unsteady. The fairy godmother shook her head sadly, and the blonde woman buried her face in her hands.

"Not this one, my dear. This spell...well, it was really meant to have no antidote..."

"All curses have countercurses!" Belinda blurted out. The fairy godmother blinked at her, then shook her head again.

"That's a fairytale, my dear. There are some spells that cannot be broken. However, I've been searching for an antidote for this one for the past two years. Frederick's parents thought a kiss would do the trick, but when they found out that his first kiss had done nothing to solve the problem, they came to me. It was only through a lot of research that I discovered a potion that might work a few weeks ago, and I just wasn't able to mix it properly..."

"Potion?" Belinda echoed, lifting her head. "You mean...a potion could have saved him? A POTION could have cured him of this...this horrible mess?"

"Yes, dear, but as I said, I wasn't able--"

"But I would have been! You mean to tell me that you KNEW there was a potion all this time, and you..." Belinda trailed off, staring in disbelief at the woman before her. She stood up slowly until they were face to face; the fairy godmother wasn't all that much taller than Belinda. "Why didn't you tell me? There's never been a potion I couldn't mix! I could have SAVED him!"

"I didn't think it was right for me to tell you...that's why I offered to let you come work for me in the first place, so you would be able to mix the potion without knowing it was for him..." the fairy replied gently, moving to lay a hand on Belinda's shoulder, only to have it shrugged off roughly as the younger woman turned away. "My dear..." she began again with a sigh. "I am truly sorry about this. But...it was doomed from the very beginning, I'm afraid. Ogres don't live happily ever after."

Silence hung heavy in the air as Belinda thought of those words. '_Ogres don't live happily ever after._' They reverberated in her brain, a maddening cadence that seemed to grow louder and louder until she thought her very heart would burst with the pressure that they brought. The pressure built until there was no room left for tears, no room left for remorse or regret...there was only bitterness. Smothering, breathless bitterness that consumed her entirely. It would fade somewhat with time, fade into a throbbing ache that would cause her to force herself to keep busy, leaving no time to let the ache come to the forefront of her mind. But at the moment, it encased her heart in a shell of ice so thick, any tears left in her would freeze before they reached the surface.

"You're a fraud," she announced coldly after several moments, turning once again to face the fairy godmother. "You advertise happily ever after, then you don't come through. You aren't fit to carry that wand in your hand," she spat, her upper lip curling into an ugly expression of distaste. The fairy godmother looked startled, and a little hurt, but Belinda didn't care.

"I...I try my best..." she stammered, her shoulders sagging a little. Belinda advanced on her slowly.

"You don't deserve the title of fairy godmother. You say you try your best? I hate to break it to you, pigeon, but your best is pretty damn rotten," the blonde hissed, fueled on by her anger at the situation, at the fairy godmother, and at herself for running out on Frederick. With her first clenched around her wand, the fairy godmother looked at it, then at Belinda...then she threw the wand at the girl's feet. It clattered on the boards of the bridge.

"Fine, then! If I'm such a rotten fairy godmother, you take the job! I don't want it anymore! I'm retiring!" she announced with an air of one who had just had her feelings deeply injured. Then, before Belinda could argue, she had vanished into the thick forest.

Slowly, the blonde bent to pick up the discarded wand, staring at it for a few moments before turning to look at the cottage. "Well....why not?" she said aloud, gently running the tips of her fingers down the smooth wood. The gears in her mind were beginning to turn, encouraged on by the words 'ogres don't live happily ever after', as though it were becoming a mantra for her. Her own happily ever after had been ruined...but maybe, just maybe, she could get into the happily ever after business heself. There was a good market for spells and enchantments in the area. Who knew? Perhaps one day her business would grow enough to support the entire populace of the largest kingdom nearby, the beautiful Far, Far Away. Being a fairy godmother to a kingdom that huge was much better than being the queen of a smaller kingdom, which was where she had been heading. Out of curiosity, she gave the wand a little swish, watching the small swirl of bubbles that came out of the star-tipped end.

With a smile of grim satisfaction born of the bitterness in her heart, she nodded a little to herself and crossed the footbridge to her cottage. There was work to be done.


	7. Chapter 7

A/N: First of all....I want to thank everyone who has taken the time to review this story thus far! It really, really means a lot to me, and it's encouraged me to keep this story going. I had considered ending this particular tale with Chapter 6 and start a new story instead that follows Harold's end of the spectrum a little more closely. However, the more I thought about it, the more I realized that I don't WANT this story to end just when Belinda becomes the Fairy Godmother; I want her whole backstory in one big tale.

For you Harold and Lillian fans out there, I DO plan on writing a one-shot fic involving them. More on that later. I also want to write about what happens to the Fairy Godmother AFTER Shrek 2...but at the moment, those plot ideas are sketchy at best, and I'm not entirely sure that they are ever going to be formed into full-fledged stories. You can count on an eventual Harold/Lillian story, though.

One more thing....bonus points to anyone who can catch the Into the Woods reference made here. Oh, and keep in mind that since this story is taking place approximately twenty or so years before Shrek 2...some of the characters mentioned might be the parents or older relatives of the characters we all know and love. Just something to keep in mind. ;-)

And now, without further ado....Chapter 7!

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It was more than a month after her decision to take up the job of Fairy Godmother when she realized she was pregnant. She barely reacted to the news; there was nothing she was willing to do about the problem except ignore it and carry on about her business. She briefly considered terminating the child, but quickly dismissed that option as unfeasible. It was bad enough that she was going to be a Fairy Godmother with an illigitimate child...an abortion would simply ruin her image completely if word ever got out. Unwanted children were popping up all the time in all different social classes; that was a smear on her record that she could deal with. Besides, as soon as the baby was born, she would give it up for adoption and never spend a second more thinking about it.

At the moment, she had bigger problems on her mind. Such as the fact that she had already fired three employees...all three of them female. She had pretty much decided that she couldn't work with another woman around, so the handful of people under her supervision were all men. All but two of them were elves or of elven descent; they worked cheaply, since it was so hard for them to find employment after a recent scandal involving Keebler's, which had yet to be resolved. Besides the lack of decent help, she faced another problem. The only people who had come to her looking for help so far had been very trivial, trifling cases that didn't help gain her any of the publicity she felt she needed to succeed. She had become driven in the weeks since the loss of her handsome prince, and all remorse for him was replaced with the desire to be the most famous fairy godmother that ever lived. Her appearance had already been altered to more accurately fit the image of what a fairy godmother should be; her once-blonde hair was silver in spite of her young age, she wore spectacles (thus discovering that she actually WAS nearsighted and had been so for years), and a shimmering pair of wings adorned her back. All she needed was one big, important job to build her reputation...

"All right, Morty, what've we got today?" she asked the man (one of the only two non-elven employees) who worked as a scout and sometimes desk clerk for her. He laid a stack of papers down on her desk.

"More of the same....that baker over in Drury Lane is still trying to get out of the bargain he made with his local witch after he stole some rutabagas or beans or something out of her garden. Says he was drunk at the time and didn't really mean to promise her he'd give up his wife's unborn child...." he said, pointing to the topmost paper.

"Tell him for that LAST time, I can't do anything about that. Not my jurisdiction. Besides, it's his own damn fault for giving in to that snivelling little wife of his. What else?" she asked, crumpling up the paper and tossing it in the garbage can.

"Everything else there is either a follow-up on a case or a request that we can sell over the counter," he replied, shrugging his shoulders. Seeing that her explosive temper was about to flare up and that he would likely be on the receiving end of a tantrum, he added quickly, "However, my little cousin Kyle keeps telling me about a talking frog in a pond not far from here..."

"What would I want with a talking frog?" she demanded, then paused, an idea suddenly forming in her head. Since the day she had first taken the job, she hadn't given another thought to the amphibian she had spoken to earlier that first morning. He had said something about being a prince...

"Get the carriage, Morty," she said briskly, glancing at her appearance in the mirror to make sure she looked as Fairy Godmotherish as possible. "We've got a frog to visit."

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They had no trouble finding the pond again, but the Fairy Godmother was a little unsure of how she was going to find the frog in question. She didn't even have a name to go by. Leaving Morty in the carriage, she flew over to the edge of the pond and landed upon the same large rock where she had first met the frog. After a moment of silence, she called, "Is anyone here?"

"Can I help you, madam?" a voice from the ground said, and she peered down her nose at the big-eyed frog below her. To her relief, he didn't seem to recognize her at all.

"It seems to me that it's you who need the help," she replied as he hopped up on the rock beside her. He studied her for a moment with a froggy frown.

"Don't I know you from somewhere?" he questioned, and she blanched slightly.

"Well...I'm the Fairy Godmother. You've probably just seen me around," she covered, trying to sound important. He shook his head.

"No...no, you don't look like the Fairy Godmother I used to know..." he began, but she cut him off.

"It doesn't matter who I am. What matters is who you are. You're a frog prince, are you not?" she said in a brisk manner. He blinked his large eyes at her.

"Er, yes..."

"And you have a fair maiden in mind to break your curse, do you not?" she continued. Somewhere in the back of her mind, she realized that those words should be hitting home for her, but she had stopped allowing herself to think about the curse that had been upon her own prince. The frog sighed dreamily, and she rolled her eyes ever so slightly to herself.

"Oh, the most beautiful woman you could ever hope to imagine...she and her sister come for walks here, occassionally...what I wouldn't GIVE for her to notice me, just once, just long enough to tell her how I feel..." he said sadly.

"Well, in that case, I do believe we might be able to work out some sort of...arrangement," she replied, choosing her words carefully. The frog perked up.

"Really? Oh, that'd be simply marvelous..." he began, but she held up a hand to quiet him.

"I'll come back tomorrow after we've each had some time to think about what we want out of this deal," she continued, her tone not leaving much room for argument. "In the meantime, do you have a name so that I'll be able to address you properly in the future?"

"Er, yes. I'm Harold," he said, looking a bit downcast that he wasn't instantly going to be turned into a handsome prince or something. She nodded briefly.

"And what kingdom, exactly, were you a prince of?" she asked, trying to make it sound as though she simply needed the information for a part of helping him. The frog looked downcast.

"Well, I was the crown prince of Far Far Away until I turned eighteen...then all of a sudden, I was a frog. I've been this way ever since," he replied sadly.

"Right then, Harold. Well, I'd better be going," she said, trying not to seem too excited about her luck at finding the prince of Far Far Away. Without waiting for a reply, she flitted back to the carriage.

"Well?" Morty asked once she got there.

"I pay you to drive, not to ask questions," she snapped rudely, then slammed the door of the carriage behind her. Rolling his eyes, the driver snapped the reins of the horse and drove away.

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The next day, the Fairy Godmother got up early to finish brewing the potion she would use for Harold. She was fairly sure that a simple zap with her wand would turn him into a human temporarily; she KNEW it would turn him back into a frog again if she so desired. However, the potion was a safer route to take, being a more stable form of transformation. Besides that, she was beginning to learn that her clients trusted magic potions more than a wave of her wand.

The fumes from the brewing potion made her stomach a little nauseous, and she silently cursed the child inside her that was causing so many problems. Ladling out a little of the brew, she carefully siphoned the liquid into a small, green glass bottle before stopping it with a cork and sticking the vial in her cleavage for safekeeping, a habit left over from her days in the pub. Mentally, she went over her list of demands again; she knew that, with the potion so near within his reach, Harold would be hard pressed to refuse anything she might ask for. Just from the brief time she had met him, she could tell he was somewhat of a pushover, anyway. This was going to be a piece of cake.

In another half an hour, she was at the pond again. Harold was already perched on the large rock by the water's edge, hopping around in anticipation. "Well?" he asked eagerly as she approached.

"Have you decided what you want out of this?" she asked, already knowing full well what his answer would be. He nodded and drew a deep breath.

"I want to be human again, just long enough until I can get the beautiful Lillian to grant me one kiss," he said, sounding very rehearsed in his request. She smiled a little; things were going exactly as she had planned.

"Very well..." she began, pulling the potion out of her dress, and he looked even more hopeful than before. "As long as you agree to meet some of my own requests."

"Anything that is within my power, Fairy Godmother," he replied, eyeing the bottle.

"First of all, once you are returned to power, I want to be known as the official Fairy Godmother of Far Far Away," she said coolly. "That includes being in charge of all magical needs connected with the royal family, and being invited to all important functions, of course." Harold gulped a little at this, but nodded. "Furthermore, I want free publicity within the confines of the kingdom."

"Now, see here...shouldn't I be getting some percentage of your profits if you're getting free publicity?" the frog asked, frowning. The Fairy Godmother regarded him with a poisonous smile.

"Do you want this or not, sweetheart?" she asked sweetly, dangling the bottle a few inches from his froggy nose. He sighed and nodded. "Good boy. Now..." She trailed off, a sudden idea occuring to her; those were all the terms she had thought of originally, but she knew from watching countless poker games that it was always handy to have an ace up your sleeve. Providing, of course, that you weren't caught cheating and stabbed to death.

"Well?" Harold prompted, drawing her out of her silence.

"I also reserve the right to make one more request at any given point in the future," she added, in a tone that she hoped left no room for argument. After a few moments of thought, Harold sighed and nodded.

"Done," he replied, then added as an afterthought, "Shouldn't we have some sort of contract for this?"

"There's no need for that, pigeon. I trust you," she said with fake kindness. "Besides, if you go back on your word...I can go back on mine, if you get my drift," she added, waving the bottle precariously over the water.

"All right! I get the picture!" Harold replied nervously. Satisfied, she uncorked the potion and sat it down in front of him. "What do I do?"

"Just drink this, and you'll be human again until the stroke of midnight three days from now," she replied.

"Three days?" Harold cried out indignantly. "Is that all?"

"If you can't get this maiden of yours to just kiss you in three days, you're not much of a prince," she replied. He sighed again, looking from her to the potion. Then, before he could change his mind, he grasped the bottle with his webbed hands and drank it down quickly. He smacked his lips, blinked, and looked at his reflection in the water.

"Was something supposed to happen?" he asked, confused.

"Give it a few minutes to take effect," the Fairy Godmother answered. Harold kept looking at his reflection, waiting. The minutes ticked by in silence, and even the potion mistress began to get a little worried; she had never actually tested this particular brew, although it SHOULD be working...

Then, to her relief, the frog's skin began to take on a pinkish hue. She was expecting the transformation to be gradual, but as soon as his skin went from green to pink, there was a loud popping noise and a puff of smoke. When the smoke cleared, there was a rather short man, only a few inches taller from herself, standing with his back to her...and he was completely naked.

"Yaaah!" Harold yelled once he caught sight of his reflection in the pond and realized he wasn't wearing any clothes. He immediately dove into the water, which, now that he was a human, didn't cover nearly as much as it had when he was a frog. Still, it came up over his waist, leaving him plenty of modesty. "Erm...I don't suppose you could whip me up some clothes, wot wot?" he asked sheepishly, his arms crossed over his chest. She couldn't help but chuckle at the comical sight, and she waved her wand, giving him a royal blue outfit to compliment his thinning, already greying red hair. It was odd that his hair was already going grey at his age; then again, she supposed spending a few years as a frog was bound to take it's toll on anyone.

"Do you need a ride into the kingdom?" she asked as he stepped out of the water. Without waiting to be asked, she waved her wand again to dry the clothes off.

"Erm, no, that's quite all right. I'll just wait here for Lillian...she usually comes alone on Wednesdays, so I won't have to deal with her sister," he said brightly.

"Today's Friday, Harold," she remarked. He blinked, looking the slightest bit disappointed.

"Oh, well...that's all right, I'll just ask Lillian to meet me again later!" he said, cheering up again. Shaking her head a little, she handed him a plain business card that simply said "Fairy Godmother" on it in gilded letters. "What's this?"

"My card. If you run into any trouble, just shed a tear onto this, and I'll be there," she replied. The business cards had been one of her own little inventions that she was quite proud of; she thought it to be much more efficient than the old fairy godmother's way of doing things. Harold pocketed the card and nodded.

"Thank you, Fairy Godmother," he said sincerely. She forced a smile; sincerity was not something she put much stock in anymore.

"Just remember our deal, pigeon," she called over her shoulder, already flying back towards her carriage. The door slammed, and the carriage drove away, leaving the newly human Harold alone by the lily pond.

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A/N: Thanks to S2moviefreak123 for letting me bounce some ideas around and for helping me with a couple of decisions! Go read "Ogres Don't Live Happily Ever After!" Oh, and as you've noticed, I've stopped referring to our main character as Belinda and started referring to her solely as the Fairy Godmother; in my way of thinking, the part of her that really was Belinda Larae was mostly destroyed the day she lost her prince. 


	8. Chapter 8

A/N: I'm SO sorry this chapter has taken so long! I've been extremely busy (college will do that to you), and on top of that, I've had writer's block. This fic is ALMOST done; I think it's got another chapter or two, at the most, unless there's an unexpected turn of events. I'm sorry this chapter is so very short; for some reason, this section needed to stand on its own. Thanks to all of you still reading!

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It was the final night of Harold's transformation as a human, and quite frankly, Fairy Godmother was nervous. She had been keeping an eye on him and Lillian as much as she could through the course of their three-day courtship; it wasn't as though she had tons of other business flowing in to distract her from her prize prince. And he WAS her prize; her future rested on the fate of his romance. Much to her dismay, he STILL hadn't found the courage to kiss the girl, and without that kiss, Harold would simply return to his amphibian form.

"Why did I have to pick a bloody coward to place all my bets on?" she muttered to herself, watching the couple walking by the same lily pond she had plucked Harold out of a few days ago. The forest surrounding the pond provided ample cover for her; in the future, she would learn to shrink herself to a size that could more easily go unseen, but at the present time she wasn't quite skilled enough to make that attempt. For now, she simply lurked in the trees, wearing a dark cloak to conceal her presence. Luckily for her, the night air was quiet, and she could plainly make out everything that was said over by the pond without having to creep any closer.

"Nice night, isn't it?" Harold remarked a little nervously to his lady love, breaking an awkward silence that had existed between them.

"Oh, yes, it's quite lovely," Lillian replied automatically, even though the sky was thick with clouds. No sooner had the words left her lips than a clap of thunder sounded in the distance. Another awkward silence ensued.

"For pity's sake, Harold," Fairy Godmother muttered again, frustrated. "I should think he'd have gotten at least past THIS stage in three days..." Somewhere in the back of her mind, a little part of her tried to remind her how far she and Frederick had advanced in their relationship in just three days, but her heart refused to listen any longer.

"It's not nearly as lovely as you," Harold replied after the silence; the pause had been too long for his comment to make much sense, however, and Lillian blinked at him in confusion.

"What's not?" she asked, frowning slightly.

"Oh, erm. The night. You...said it was lovely, and...well...oh, dear," he said, taking in a large gulp of air.

"Oh. Thank you," Lillian replied politely, hiding a smile at his uncertainty. There was another long silence, and in the trees, Fairy Godmother groaned quietly in frustration. Then, suddenly, Harold turned towards Lillian and took her hands in his, causing her to draw in a surprised breath.

"Oh, dash it all, Lady Lillian--"

"Please, just call me Lillian," she interrupted.

"Right, right, of course," he said apologetically. "Um...where was I?"

"Dash it all?" she supplied.

"Yes, quite. Um..." he said, trailing off again. He had lost his momentum and wasn't quite sure of how to go about things now. Sighing, he just held her hands gently and spoke from his heart, gazing into her blue eyes with his soulful brown ones. "Lillian, I think you're the most beautiful, wonderful woman I've ever met in my whole life, and...and I know you probably don't think much of me, but if you could just grant me...just one kiss...I swear to you that I could die a happy man."

Lillian smiled at him a little shyly and nodded. He blinked, surprised at her reaction and wondering what he was supposed to do next.

"Kiss her, Harold," Fairy Godmother hissed from the trees, knowing full well that he couldn't hear her at that distance. Then, to her surprise as much as to Lillian's, Harold leaned forward and kissed the fair-haired girl, gently and sweetly, exactly as a prince is supposed to kiss a fair maiden. Fairy Godmother breathed out a sigh of relief just as Lillian drew in a breath of surprise. After a few moments, Harold pulled away again, still holding Lillian's hands.

"I hope I wasn't too forward," he said suddenly, his voice a little quieter than it had been when he was nervous and stammering. Lillian just smiled and leaned forward to return his kiss.

"Well, that's taken care of," Fairy Godmother said to herself, turning her back on the whole scene just as it was starting to get interesting. She had no desire to stand around and watch a couple of young lovebirds make fools of themselves by giving their hearts to each other. But then, something compelled her to turn around again, and she glanced over her shoulder to watch them for a moment more. The moon had broken through the clouds, and it shone on the couple by the pond, basking them in a pale glow. For one brief moment, the woman who had been Belinda Larae broke through her tough Fairy Godmother exterior, and she looked upon the lovers with a trace of tears in her eyes and a sort of sad tenderness in her expression. Then, the clouds covered the moon again, and the spell was broken. Her face hardened, and the tears dried up in her eyes as she flew away to her cottage.


	9. Epilogue

A/N: This is it, folks. Final chapter. I already have another story written about the Fairy Godmother, so look for to be uploading soon. But as for this story....this is it (finally)! Hope you all enjoyed! Sorry it's taken me so long to finish! Again, I'm sorry this chapter is so short; it's sort of an epilogue, anyway. Thanks so much to ALL of you who have been reviewing and keeping up with this story; all your comments are very much appreciated!

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All the employees connected with the potion business had been dismissed for the day, leaving only the midwife and the Fairy Godmother herself in the upstairs portion of the cottage, which remained entirely as her own private rooms. None of the workers had questioned why they were getting the day off; those that knew about their employer's condition were smart enough to keep mum about it, and those who weren't in contact with her enough to know just relished the day of freedom. It was a good thing everyone was gone: screams and snarled insults had been audibly drifting out of the windows for a good part of the day.

For the past few months, the now official Fairy Godmother of Far Far Away had been careful to conceal her pregnancy as best she could, and if anyone did notice, they certainly didn't say anything about it, either out of politeness or fear of her new found power. Most of her communication had been done by crystal ball, when possible; she hadn't even seen Harold in person since the ceremony where she had been given her title, which had been a few weeks after his marriage to Lillian. She hadn't even mentioned that she was going to have a child to him; it was her affair, and she would take care of things in private. Now, wracked with pain like she had never known, all she wanted was to be rid of what she considered a parasite and a threat to her job security. And to wring the neck of the annoyingly sweet and sympathetic midwife, who was bearing the brunt of the insults being yelled loud enough to be heard in the surrounding forest. The birds in the nearby trees simply looked at one another before flying off to a more peaceful section of woodland.

There was one final scream of a woman, then the next noise heard was the cry of a child.

"It's a boy!" the midwife crowed proudly, as though she was the one who had done all the work. There was no reply from the new mother; she simply looked on with an exhausted, sour look upon her face as the child was cleaned up and wrapped in a blanket. She was about to ask that the midwife just take the baby and leave, but before she could open her mouth, the other woman cooed, "Oh, how perfectly charming," and placed the baby into his mother's arms.

Immediately, she was overwhelmed with awe of the miniature perfection of the child she held. The rosy red lips in the wrinkled little face, the faint traces of blond hair on the head that seemed too large for the rest of his small body. As she looked down at him, he blinked his eyes open, revealing them to be a blue that was no doubt his father's. "Charming," she echoed in a murmur as he gurgled and cooed in her arms, and she could have sworn that he gave a smile of approval. In that moment, she knew she couldn't possibly give him up.

The memory of her earlier pain and fury at having to bring what she had considered to be a mistake into the world dissipated as mother and son beheld one another, and she couldn't keep a soft, tender smile from creeping wearily onto her features. It would become a smile that was reserved only for him; all the smiles she saved for clients were very well painted on facades, and none of them could ever reach her eyes. But this smile was for him and him alone. In the one moment of their first meeting, he had captured her heart, and that part of her would be lost forever to the little boy. Her little boy. In one moment, all thoughts of sending him off to be adopted by who knows what kind of people fled from her mind. She vowed then and there that he was going to grow up to be a proper prince, father or no father, title or no title, and he was going to have the very best of everything no matter what she had to do to obtain it. For the first time in the months since she had lost Frederick, she was able to really care for another human being again. It gave her a new ambition...a new reason for living.

She carefully placed her index finger in the palm of his tiny hand, and his fingers closed around hers tightly, causing her to smile again. The midwife's description of the newborn came back to her, and she realized how very fitting the word was. He couldn't possibly be given any other name, and so she whispered it to him with a trace of tears in her eyes.

"Prince Charming."


End file.
